Damon Motors Provides Update on Business Combination with Grafiti Holding

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Jun 24, 2024, 09:00 ET

Grafiti's confidential registration statement progressing through SEC review process
Transaction expected to close in coming months, pending regulatory approvals
Combined Company has filed an application to list on Nasdaq under ticker DMN,

VANCOUVER, BC, June 24, 2024 /PRNewswire/ - Damon Motors Inc., makers of high-performance electric motorcycles that are safer, smarter, and cleaner with up to 200 mph, 200 hp, and 200 miles of range, today provided an update on the previously announced proposed business combination (the "Business Combination" or "BCA") with Grafiti Holding Inc. ("Grafiti"), a former subsidiary of XTI Aerospace, Inc. (formerly Inpixon, "XTI Aerospace"). The transaction is currently expected to close in the coming months, subject to obtaining the necessary regulatory approvals and satisfaction of other closing conditions described below and in its filings with the Securities and Exchange Commission ("SEC"). Upon the completion of the BCA, the combined company expects to list on the Nasdaq Stock Market ("Nasdaq") under the ticker symbol DMN, subject to the approval of an initial listing application which has also been submitted to Nasdaq.

"For years now the motorcycle community has been asking about when Damon will become a publicly traded company, so they can help drive its success." Said Jay Giraud, CEO of Damon. "I'm thrilled that we'll soon be able to make it a reality."

As part of this process, the registration statement that was confidentially submitted by Grafiti to the SEC (the "Registration Statement") is progressing through the SEC review process. The BCA is also subject to certain conditions, including approval of the BCA by Damon securityholders, approval by the Supreme Court of British Columbia of a plan of arrangement of Damon in respect of the Business Combination, and the issuance of a receipt from the British Columbia Securities Commission in respect of a non-offering prospectus of Grafiti, among other conditions contained in the previously reported business combination agreement between Grafiti and Damon.

"We are looking forward to the moment when we can light up the ticker DMN for both Grafiti's shareholders and the general public at large." Said Nadir Ali, CEO of Grafiti. "This is an exciting time that's a year in the making."

Subject to certain exclusions described in the BCA, the shares issued to Damon securityholders in connection with the BCA will be subject to lock-up restrictions for 180 days after the closing of the BCA, with the following release schedule: 20% at the closing, 40% at 90 days following the closing, 40% at 180 days following the closing, subject to accelerated release from lock-up restrictions if, following closing, the public share price of the combined company reaches a certain threshold. The outside date under the BCA has been extended to September 30, 2024.

About Damon Motors, Inc.

Damon Motors seeks to disrupt urban mobility, led by entrepreneurs and executives from world-class EV and technology companies. With its development offices in San Rafael, California and headquartered in Vancouver, Canada, Damon is on a mission to cause a paradigm shift for safer, smarter motorcycling. Anchored by its proprietary electric powertrain, HyperDrive™, Damon has captured the attention of the motorcycling world by delivering 200 hp, a top speed of 200 mph, up to 200 miles of range, innovative design and new safety technologies including CoPilot™ and Shift™, which are attracting an entirely new generation of motorcycle riders. With strong consumer interest in the US and abroad, Damon aims to set a new standard for motorcycle safety and sustainability worldwide. For more information on how Damon technology is defining the new industry standard, please visit damon.com.

About Grafiti Holdings, Inc.

Grafiti Holding is the holding company of Grafiti Limited (collectively, Grafiti"), which is based in the United Kingdom and offers a comprehensive set of powerful and versatile data analytics and statistical visualization solutions for engineers and scientists. Grafiti's mission is to revolutionize data analysis and visualization for students and science and engineering professionals, providing them with the next generation tools to transform complex data into meaningful insights and groundbreaking results. These products help: scientific research in the health and life sciences domain in the discovery of new drugs; engineers in connection with a multitude of applications including but not limited to, studying signal attenuation and propagation in radio engineering and surface panel design for automobile and motorcyle aerodynamics, curve fitting, and calculated asymmetry among others. For more information about Grafiti please visit https://grafiti.co.uk/.

FORWARD LOOKING STATEMENTS

This press release contains forward-looking information or forward-looking statements under applicable Canadian and U.S. securities laws (collectively, "forward-looking statements") that reflect Damon's current expectations and projections about its future development. When used in this press release, forward-looking statements can be identified by the use of words such as "may," or by such words as "will," "intend," "believe," "estimate," "consider," "expect," "anticipate," and "objective" and similar expressions or variations of such words. Forward-looking statements are, by their nature, not guarantees of Damon's future operational or financial performance and are subject to risks and uncertainties and other factors that could cause Damon's actual results, performance, prospects, or opportunities to differ materially from those expressed in, or implied by, these forward-looking statements. No representation or warranty is intended with respect to anticipated future results, or that estimates, or projections will be sustained.

Forward-looking statements in this press release include, but are not limited to, statements relating to the completion of the Business Combination, the shareholder approval of the Business Combination by securityholders of Damon, the issuance of a final order by the Supreme Court of British Columbia in respect of a plan of arrangement to effect the Business Combination, approval by Nasdaq to list the shares of the combined company, the expected performance level of Damon motorcycles, the estimated demand of Damon motorcycles, the potential safety ratings of Damon motorcycles and other forward looking information in respect of the proposed Business Combination.

In developing the forward-looking statements in this press release, we have applied several material assumptions, including the general business and economic conditions of the industries and countries in which Damon operates, the general market conditions and that Damon shareholders will view the Business Combination favorably and vote in favor of the transaction.

Many risks, uncertainties, and other factors could cause the actual results of the Damon to differ materially from the results, performance, achievements, or developments expressed or implied by such forward-looking statements. These risks, uncertainties, and other factors include, but are not limited to, the following:

the risk that the proposed Business Combination may not be completed in a timely manner or at all;
the risk that the public market valuation of the combined company following the consummation of the Business Combination may differ from the valuation range ascertained by the parties to the Business Combination and their respective financial advisors;
the failure to satisfy the conditions to the consummation of the Business Combination, including receiving the necessary approvals from the Damon securityholders and the Supreme Court of British Columbia with respect to the plan of arrangement;
the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination;
risks that the Business Combination disrupts current plans of Grafiti and Damon and potential difficulties in their employee retention as a result thereof;
the outcome of any legal proceedings that may be instituted against Damon, or Grafiti related to the Business Combination;
failure to realize the anticipated benefits of the Business Combination;
the inability to satisfy the initial listing criteria of Nasdaq or obtain Nasdaq approval of the initial listing of the combined company on Nasdaq;
the risk that the price of the securities of the combined company may be volatile due to a variety of factors, including changes in the highly competitive industries in which Grafiti and Damon operate, variations in performance across competitors, changes in laws, regulations, technologies that may impose additional costs and compliance burdens on Grafiti and Damon's operations, global supply chain disruptions and shortages, and macro-economic and social environments affecting Grafiti and Damon's business and changes in the combined capital structure;
the inability to implement business plans, forecasts, and other expectations after the completion of the Business Combination, and identify and realize additional opportunities;
the risk that Damon has a limited operating history, has not achieved sufficient sales and production capacity at a mass-production facility, and Damon and its current and future collaborators may be unable to successfully develop and market Damon's motorcycles or solutions, or may experience significant delays in doing so;
the risk that the combined company may never achieve or sustain profitability;
the risk that Damon and the combined company may be unable to raise additional capital on acceptable terms to finance its operations and remain a going concern;
the risk that the combined company experiences difficulties in managing its growth and expanding operations;
any adverse changes in U.S. or Canadian general economic, business, market, financial, political or legal conditions, including as a consequence of the ongoing uncertainties relating to inflation and interest rates;
any inability to successfully and economically manufacture and distribute its motorcycles vehicles at scale;
the reliance on key management and any inability to attract and/or retain key personnel;
any inability to raise additional funds to meet its capital requirements and pursue its growth strategy when and in the amounts needed; and
any inability to secure adequate insurance coverage or a potential increase in insurance costs.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of the press release or as of the date otherwise specifically indicated herein. Due to risks and uncertainties, events may differ materially from current expectations. Damon disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required pursuant to applicable securities law.

All forward-looking statements contained in the press release are expressly qualified in their entirety by this cautionary statement.

SOURCE DAMON Motors Inc.